[SCHEDULE 13D/A] 36Kr Holdings Inc. American SEC Filing

Rhea-AI Filing Summary

36Kr Holdings Inc. amended its Schedule 13D to disclose a restructuring of share classes and related holdings. The issuer repurchased all 54,958,400 Class B ordinary shares held by Palopo Holding Limited at US$0.0001 per share and simultaneously issued 54,958,400 Class C ordinary shares to Palopo at the same price. Each Class C ordinary share carries 100 votes, while Class A shares carry one vote and Class B shares carried 25 votes. The reporting persons now beneficially own an aggregate of 169,508,000 ordinary shares, representing 16.7% of the class on the stated basis, including Class A shares, Class C shares and options exercisable within 60 days. The filing notes an acting-in-concert agreement between Palopo Holding Limited and 36Kr Heros Holding Limited regarding coordinated voting.

Positive

• Reassignment of voting rights through issuance of Class C shares clarifies and consolidates high-vote ownership structure
• Full disclosure of beneficial ownership across classes and exercisable options provides transparency on voting power (aggregate 169,508,000 shares; 16.7%)
• Acting-in-concert agreement between Palopo and 36Kr Heros is disclosed, clarifying coordinated voting arrangements

Negative

• Nominal consideration of US$0.0001 per share for the repurchase/issuance is disclosed without valuation context
• Potential concentration of control where Class C shares carry 100 votes each could materially affect shareholder voting dynamics

Insights

Corporate Governance Expert

TL;DR: The amendment reveals a share-class swap that concentrates high-vote Class C shares with Palopo, materially changing voting structure.

The repurchase of Class B shares and concurrent issuance of Class C shares at a nominal price reassigns 100-vote-per-share rights to Palopo Holding Limited. This preserves or increases control influence for the reporting parties because Class C now carries the highest voting multiplier. The filing quantifies beneficial ownership across share classes and notes a pre-existing acting-in-concert agreement, which together clarify who can direct votes on corporate matters. For investors, the key governance change is the reassignment of high-vote rights; the amendment does not disclose cash consideration beyond the nominal per-share price or provide supporting valuation analysis.

Securities/M&A Specialist

TL;DR: The transaction is structurally significant and potentially material to control dynamics, though economic consideration appears nominal.

The described transaction—issuer repurchasing Class B shares from Palopo and issuing an equal number of Class C shares for US$0.0001 per share—effectively converts one high-vote class into another while removing Class B holdings from Palopo. The Schedule 13D/A reports aggregate beneficial ownership of 169,508,000 shares (16.7% of the stated class total when including exercisable options), and specifies share-vote multipliers (Class C:100 votes; Class B:25 votes; Class A:1 vote). The amendment files a joint filing agreement as an exhibit and confirms no other Class A transactions in the prior 60 days. This disclosure is material to any assessment of control and shareholder voting outcomes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

36Kr Holdings Inc.

(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

G8828K101

(CUSIP Number)

Dagang Feng
Building B6, Universal Business Park, No.10 Jiuxianqiao Rd., Chaoyang District
Beijing, F4, 100015
86 10 8965 0708

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/18/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G8828K101

1

Name of reporting person

Dagang Feng

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 110,759,000.00
8	Shared Voting Power 58,749,000.00
9	Sole Dispositive Power 110,759,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

169,508,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 7 and 9: Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Lording Global Limited and ultimately controlled by The Lording Trust. The Lording Trust is a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Dagang Feng is the settlor of the trust, and Dagang Feng and his family members are the trust's beneficiaries; (ii) 54,958,400 Class C ordinary shares held by Palopo Holding Limited; and (iii) 32,247,000 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this amendment to the Schedule 13D ("Schedule 13D/A"). Each Class C ordinary share is entitled to 100 votes and each Class A ordinary share is entitled to one vote. Note to Row 8: Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; and (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote. Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties. Note to Row 13: Based on an aggregate of 1,017,633,077 ordinary shares of the Issuer as a single class, being the sum of (i) 889,303,377 Class A ordinary shares outstanding as of March 31, 2025, (ii) 41,124,300 Class B ordinary shares outstanding as of August 18, 2025, (iii) 54,958,400 Class C ordinary shares outstanding as of August 18, 2025, and (iv) 32,247,000 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this Schedule 13D/A.

SCHEDULE 13D

CUSIP No. G8828K101

1

Name of reporting person

Palopo Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 78,512,000.00
8	Shared Voting Power 58,749,000.00
9	Sole Dispositive Power 78,512,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

137,261,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7 and 9: Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands; and (ii) 54,958,400 Class C ordinary shares held by Palopo Holding Limited. Each Class C ordinary share is entitled to 100 votes and each Class A ordinary share is entitled to one vote. Note to Row 8: Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; and (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote. Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties. Note to Row 13: Based on an aggregate of 985,386,077 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 889,303,377 Class A ordinary shares outstanding as of March 31, 2025, (ii) 41,124,300 Class B ordinary shares outstanding as of August 18, 2025, and (iii) 54,958,400 Class C ordinary shares outstanding as of August 18, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value US$0.0001 per share
(b)	Name of Issuer: 36Kr Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: Building B6, Universal Business Park, No.10 Jiuxianqiao Rd., Chaoyang District, Beijing, CHINA , 100015.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 2 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the SEC on March 11, 2022, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 3, 2022 ("Amendment No.1"). Except as amended hereby, the disclosure set forth in the Amendment No.1 shall remain unchanged.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Amendment No.1 is supplemented as follows: On August 18, 2025, the Issuer has repurchased all 54,958,400 Class B ordinary shares held by Palopo Holding Limited and beneficially owned by Mr. Dagang Feng, at US$0.0001 per share (the "Repurchase Price"). Immediately prior to the repurchase of Class B ordinary shares, the Issuer issued 54,958,400 Class C ordinary shares to Palopo Holding Limited for a price equal to the Repurchase Price. The holders of Class C ordinary shares shall be entitled to 100 votes per share on all matters submitted to shareholder vote.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated by reference.
(b)	The information in Item 5(a) is incorporated herein by reference.
(c)	Except as described in Item 4, during the past 60 days neither the Reporting Person nor any of the Related Persons has effected any transactions in the Class A ordinary shares.
(d)	To the best knowledge of the Reporting Persons, no person (other than the Reporting Persons and its shareholders or partners) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Purchased Securities.
(e)	N/A
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement, dated as of August 21, 2025, by and between Dagang Feng and Palopo Holding Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dagang Feng

Signature:	/s/ Dagang Feng
Name/Title:	Dagang Feng
Date:	08/21/2025

Palopo Holding Limited

Signature:	/s/ Dagang Feng
Name/Title:	Director
Date:	08/21/2025

FAQ

What did 36Kr (KRKR) disclose in this Schedule 13D/A?

The filing discloses that the issuer repurchased 54,958,400 Class B shares held by Palopo and issued 54,958,400 Class C shares to Palopo at US$0.0001 per share, and reports aggregate beneficial ownership of 169,508,000 shares (16.7%) including exercisable options.

How many votes does each share class carry after the transaction?

Per the filing, Class C ordinary shares carry 100 votes each, Class B carried 25 votes, and Class A carries 1 vote each.

Who are the reporting persons and what is their combined ownership?

The reporting persons are Dagang Feng and Palopo Holding Limited, who together beneficially own 169,508,000 ordinary shares, representing 16.7% of the stated aggregate share class basis.

Does the filing describe any agreements between major holders?

Yes. The filing states Palopo Holding Limited entered an acting-in-concert agreement with 36Kr Heros Holding Limited that coordinates voting and binds parties to Palopo’s decisions when consensus cannot be reached.

Were there any Class A share transactions by the reporting persons in the past 60 days?

No. The filing states that, except for the described transaction, neither the reporting persons nor related persons effected any transactions in Class A ordinary shares during the prior 60 days.